UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO.1 TO
SCHEDULE 14F-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
REWARD ENTERPRISES, INC.
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(Name of Issuer)
NEVADA 000-27259 98-0203927
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
202 N. CURRY STREET, SUITE #100
CARSON CITY, NEVADA 89703
(Address of principal executive offices)
(877) 937-1117
(Registrant's telephone number)
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
GENERAL
This Information Statement is being mailed on or about March 9, 2005 to
the holders of shares of common stock of Reward Enterprises, Inc., a Nevada
corporation, as of March 9, 2005. You are receiving this Information Statement
in connection with the appointment of a member of Reward Enterprises' Board of
Directors, who will become the sole director of Reward Enterprises. The
resignation of the existing director, and the appointment of the new director,
has already occurred, effective November 23, 2004.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On November 23, 2004, Consumers Choice Financial Services, Inc. entered
into a Share Exchange Agreement ("Agreement") with Reward Enterprises, Inc.
Pursuant to the Agreement, Consumers Choice Financial Services, Inc. and Reward
Enterprises agreed to the following:
Reward Enterprises shall issue three hundred and eighty million
(380,000,000) shares of common stock in exchange for 100% of the outstanding
shares of Consumers Choice Financial Services, Inc. The shares of common stock
represent a majority of the outstanding common stock of Reward Enterprises.
Earl Ingarfield, Reward Enterprises' sole officer and director, agreed
to resign his respective positions and release all claims against Reward
Enterprises.
Reward Enterprises' Board of Directors shall appoint Jeff Fisher,
president of Consumers Choice Financial Services, Inc. to its Board of
Directors, and upon such appointment, Reward Enterprises' current Board member
will resign.
The Agreement was consummated on November 23, 2004. The closing
conditions included the launch of a consumer debt buying operation within
Consumers Choice Financial Services, Inc. which was completed on February 11,
2005.
YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT,
HOWEVER, REQUIRED TO TAKE ANY ACTION.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 2, 2005, certain
information with respect to Reward Enterprises' equity securities owned of
record or beneficially by (i) each officer and director of Reward Enterprises;
and (ii) each person who owns beneficially more than 5% of each class of Reward
Enterprises' outstanding equity securities.
NAME AND ADDRESS OF BENEFICIAL OWNER NATURE OF AMOUNT OF PERCENTAGE
OWNERSHIP BENEFICIAL OF CLASS
OWNERSHIP*
York Ventures, LLC(1) Direct 190,000,000 38.53%
202 N. Curry Street, Suite #100
Carson City, Nevada 89703
ATM Alliance Trust, LLC(2) Direct 190,000,000 38.53%
620 Berkley Drive
Grapevine, Texas 76051
Bell Investments, LLC(3) Direct 2,300,000 0.47%
2033 Main Street, Suite 500
Sarasota, Florida 34237
* Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. The percentage of beneficial
ownership is based on 493,266,100 shares of common stock outstanding as of March
2, 2005.
(1) All investment decisions of, and control of, York Ventures, LLC are
held by Jeff Fisher, its Manager. Mr. Fisher is the President, Chief Executive
Officer, Acting Chief Financial Officer and a director of the Company.
(2) All investment decisions of, and control of, ATM Alliance Trust,
LLC are held by, Gus Moreland, its Manager.
(3) Earl Ingarfield is the Manager of Bell Investments, LLC, and has
the voting power and control over the 2,300,000 shares held by Bell Investments,
LLC. Mr. Ingarfield was the President, Chief Executive Officer and sole Director
of Reward Enterprises before the Agreement was closed.
LEGAL PROCEEDINGS
Reward Enterprises is not aware of any legal proceedings in which any
director, officer or any owner of record or beneficial owner of more than five
percent of any class of voting securities of Reward Enterprises, or any
affiliate of any such director, officer, affiliate of Reward Enterprises or
security holder is a party adverse to Reward Enterprises or has a material
interest adverse to Reward Enterprises.
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INCOMING DIRECTOR
The following table sets forth the name and age of the incoming
director of Reward Enterprises. Directors serve one-year terms until their
successors are elected. There are no family relationships among any of the
directors and officers.
NAME AGE POSITION(S)
---- --- -----------
Jeff Fisher 56 Director, President, Chief
Executive Officer, Acting
Chief Financial Officer
JEFF FISHER. Mr. Fisher will serve as President, Chief Executive
Officer, Acting Chief Financial Officer and a director of the Company after the
Agreement was closed. Mr. Fisher has more than 25 years experience in the
financial services, mortgage lending and consumer credit fields. For the last 5
years, prior to his involvement with Consumer's Choice Financial Services, Inc.
and the Company, Mr. Fisher held the position of Director of Client Services
with a law firm, as well as participated in the mortgage lending business.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16 (a) of the Securities Exchange Act of 1934 requires Reward
Enterprises' directors and executive officers and persons who own more than ten
percent of a registered class of Reward Enterprises' equity securities to file
with the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of Reward Enterprises. Officers,
directors and greater than ten percent shareholders are required by SEC
regulations to furnish Reward Enterprises with copies of all Section 16 (a)
forms they file.
To Reward Enterprises' knowledge, as of the date of this filing,
certain required report filings have
not been filed.
BOARD AND COMMITTEE MEETINGS
Both before and after the change of control of Reward Enterprises on
November 23, 2004, there has been only one director of the Company.
The Board of Directors does not have any committees.
Therefore, the Company does not have a standing nominating committee or
a committee performing similar functions. It is the view of the the Board of
Directors that it is appropriate for the Company not to have such a committee
because the Company only has one director and he is the only individual who
participates in the consideration of director nominees. The Company's sole
director performs the functions of a nominating committee.
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In that regard,
(i) The Company does not have a nominating committee charter;
(ii) Our sole director, who performs the functions of a nominating
committee, is not independent as such term is defined under National Association
of Securities Dealers Rule 4200;
(iii) The Boad of Directors will consider director candidates
recommended by shareholders of the Company. In considering candidates submitted
by shareholders of the Company, the Board of Directors will take into
consideration the needs of the Board of Directors and the candidate's
qualifications. To have a candidate considered by the Board of Directors, a
shareholder must submit the recommendation in writing and must include the
following information:
o The name and address of the proposed candidate;
o The proposed candidates resume or a listing of his or her
qualifications to be a director of the Company;
o A description of what would make such person a good addition to the
Board of Directors;
o A description of any relationship that could affect such person's
qualifying as an independent director, including identifying all
other public company board and committee memberships;
o A confirmation of such person's willingness to serve as a director
if selected by the Board of Directors;
o The name of the shareholder submitting the name of the proposed
candidate, together with information as to the number of shares
owned and the length of time of ownership; and
o Any information about the proposed candidate that would, under the
federal proxy rules, be required to be included in the Company's
proxy statement if such person were a nominee.
The shareholder recommendation and information described above must be
sent to the Company's President at 202 N. Curry Street, Suite 100, Carson City,
Nevada 89703 and, in order to allow for timely consideration, must be received
not less than 120 days in advance of the anniversary date of the release of the
proxy statement for the Company's most recent annual meeting of shareholders.
(iv) Once a person has been identified by the Board of Directors as a
potential candidate, the Board of Directors may collect and review publicly
available information regarding the person to assess whether the person should
be considered further. Generally, if the person expresses a willingness to be
considered and to serve on the Board of Directors and the Board of Directors
believes that the candidate has the potential to be a good candidate, the Board
of Directors would seek to gather information from or about the candidate,
including through one or more interviews as appropriate and review his or her
accomplishments and qualifications generally, including in light of any other
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candidates that the Board of Directors may be considering. The Board of
Director's evaluation process does not vary based on whether the candidate is
recommended by a shareholder; and
(v) The Board of Directors will, from time to time, seek to identify
potential candidates for director nominees and will consider potential
candidates proposed by the Board of Directors, by management of the Company or
by shareholders of the Company, as stated above. The Board of Directors has the
sole authority to approve retain, approve the fees and retention terms of and
terminate any search firm to be used to identify director candidates.
SUMMARY COMPENSATION TABLE
The following table sets forth information with respect to the total
compensation earned by, or paid to, the persons serving as Reward Enterprises'
President, Chief Executive Officer, Controller and Vice-Presidents (the "Named
Executive Officers") during 2004, 2003 and 2002. No other executive officer of
Reward Enterprises earned total salary and bonus in excess of $100,000 during
the years 2004, 2003 and 2002.
ANNUAL COMPENSATION
-------------------------------------------
YEAR SALARY
($)BONUS
($)OTHER ANNUAL COMPENSATION
NAME AND PRINCIPAL POSITION ($)
--------------------------- ----- ------------------------------
Earl Ingarfield, President and
CEO 2004 $ -0-
Edward W. Withrow III, President 2003 $ 81,000
2002 $ -0-
Joseph C. Vigliarolo, Chief 2003 $ 53,500
Financial Officer, Treasurer 2002 $ -0-
STOCK OPTION GRANTS IN LAST FISCAL YEAR
None Granted or Exercised
STOCK OPTIONS HELD AT YEAR END
No options were held by directors, executive officers or affiliates at year end.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption "Certain Relationships and
Related Transactions between Management and the Company" in the annual report on
Form 10-KSB filed with the Securities and Exchange Commission on November 15,
2004 is incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
March 2, 2004 REWARD ENTERPRISES, INC.
By: /s/ Jeff Fisher
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Print Name: Jeff Fisher
Title: Chief Executive Officer
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